UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                        Commission file number: 000-30563

                               DELTA MUTUAL, INC.
                 (Name of small business issuer in its charter)

               DELAWARE                                     14-1818394
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                      Identification No.)

      19 NEW ENGLAND AVE., SUITE 8C, SUMMIT NEW JERSEY          07901
         (Address of principal executive offices)             (Zip Code)

                    Issuer's telephone number: (908) 918-0130

       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:

                                  COMMON STOCK
                                $0.0001 PAR VALUE

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to the filing requirements for the past 90 days. Yes  X   No
                                                             ---     ---

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.[ ]

              Issuer's revenues for its most recent fiscal year. $0

     Aggregate market value of the voting and non-voting common equity held
                       by non-affiliates of the registrant
                    as of April 9, 2001: $64,130 (See Item 5)

    Number of shares outstanding of registrant's Common Stock, no par value,
                   as of April 9, 2001: 557,000 (See Item 11)

                    Documents incorporated by reference: NONE

    Transitional Small Business Disclosure Format (check one): Yes    No  X
                                                                  ---    ---

Exhibit index on consecutive page 15                          Page 1 of 30 Pages


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                                     PART I

                           FORWARD LOOKING STATEMENTS

Under the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995 (the "PSLRA"), we caution readers regarding forward looking
statements found in this report and in any other statement made by, or on our
behalf, whether or not in future filings with the Securities and Exchange
Commission. Forward looking statements are statements not based on historical
information and which relate to future operations, strategies, financial results
or other developments. Forward looking statements are necessarily based upon
estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond our control and many of which, with respect to future business decisions,
are subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward looking statements made by or on our behalf. We disclaim any
obligation to update forward looking statements.


ITEM 1.           DESCRIPTION OF BUSINESS.

Unless the context otherwise requires, the terms "we", "our" and "us" refers to
Delta Mutual, Inc.

GENERAL

We were incorporated under the name Delta Mutual, Inc. on November 17, 1999 in
the State of Delaware. We are a development stage company that intended to
provide mortgage services through the Internet to the "sub-prime" market. The
sub-prime market consists of borrowers having substandard credit. We intended to
offer varied levels of mortgage and lending services by capitalizing on the
popularity of Internet based financial services companies. We believed both
consumers and investors would be interested in our business plan and the
services we intended to offer. We secured the domain name rights to the name
deltamutual.com.

Initially, we believed we would be able to fund our intended operations through
the sale of our common stock. Our common stock is quoted on the Over-the-Counter
Electronic Bulletin Board under the symbol "DLTM". At the time of our formation,
companies with Internet based businesses were treated favorably in the capital
markets. During the 12 months preceding the date of this report, the market for
the stock of Internet based businesses has deteriorated substantially. Many
companies with Internet based businesses have simply gone out of business
because they were not able to generate sufficient revenues and were unable to
raise additional capital.

We believe the market decline for companies with Internet based businesses has
adversely impacted our ability to raise the funds necessary to support our
intended operations. From inception through December 31, 2000, we raised a
limited amount of capital ($10,750) through the sale of our common stock. As of
the date of this report, we have been unable to secure additional financing to
pursue our initial business plan. While we continue to explore the feasibility
of implementing our original business plan, given our lack of success at
securing sufficient financing to develop an Internet based mortgage business, we
believe it is in the best interests of us and our shareholders to consider other
business opportunities. Additionally, we believe it may be necessary to acquire
another business to prevent having to cease operations. As of the date of this
report, we are focusing our efforts on identifying such a business. We have
engaged in preliminary discussions with parties about acquiring another
business, or being acquired by another business, but as of the date of this
report, we have not entered into any agreements relating to any such
acquisitions.

We do not intend to restrict our search to any specific business, industry, or
geographical location and we may participate in a business venture of any kind
or nature. We may seek business opportunities with entities that have recently
commenced operations, or that wish to utilize the public marketplace in order to
raise additional capital to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. We may acquire assets
and establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries. Therefore, we have virtually unlimited
discretion to search for and enter into negotiations with

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potential business opportunities. It is impossible to predict at this time the
status of any business in which we may become engaged, in that such business may
need to seek additional capital, may desire to have its shares publicly traded,
or may seek other perceived advantages which we offer.

We anticipate that we may be able to participate in only limited potential
business ventures because we have nominal assets and limited financial
resources. Our lack of diversification should be considered a substantial risk
to our shareholders because it may not permit us to offset potential losses from
one venture against gains from another.

We do not intend to seek capital to finance the operation of any acquired
business opportunity until such time as we have successfully consummated a
merger or acquisition. It is anticipated that we will incur nominal expenses in
the implementation of our plan of operation.

We anticipate that the search for an alternate business opportunity will be
complex and extremely risky. Due to general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, we believe that there are numerous firms seeking the perceived benefits
of a publicly registered corporation. Such perceived benefits may include, among
other things, facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock options or
similar benefits to key employees, and providing liquidity (subject to
restrictions of applicable statutes) for all shareholders. Potentially,
available business opportunities may occur in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.

We have, and will continue to have, limited capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, we believe we will be able to offer owners of acquisition candidates
the opportunity to acquire an interest in a publicly registered company without
incurring the cost and time required to conduct an initial public offering. The
owners of the business opportunities will, however, incur significant legal and
accounting costs in connection with our acquisition of a business opportunity,
including the costs of preparing annual (Form 10-K or 10-KSB), quarterly (Form
10-Q or 10-QSB) and current reports (Form 8-K), agreements and related
documents. The Securities Exchange Act of 1934 specifically requires that any
merger or acquisition candidate comply with all applicable reporting
requirements, which includes providing audited financial statements to be
included within the numerous filings required under the Exchange Act. However,
we have not conducted market research and are not aware of statistical data
which would support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity.

Our officers and directors will analyze new business opportunities. We intend to
concentrate on identifying preliminary prospective business opportunities which
may be brought to our attention through present affiliations and relationships
of our officers and directors, or by our shareholders. In analyzing prospective
business opportunities, we will consider such matters as:

         o     available technical, financial and managerial resources;

         o     working capital and other financial requirements;

         o     history of operations, if any;

         o     prospects for the future, and the nature of present and expected
               competition;

         o     quality and experience of management services which may be
               available and the depth of that management;

         o     potential for further research, development, or exploration;

         o     potential for growth, expansion and profit; and


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         o     perceived public recognition of name identification, products
               and services.

Our officers and directors expect to meet personally with management and key
personnel of the business opportunity as part of their "due diligence"
investigation. To the extent possible, we intend to utilize written reports and
personal investigations to evaluate the above factors.

We will rely upon the efforts of our officers, directors and, to a much lesser
extent, the efforts of our shareholders, in implementing our plan of operation.
We do not anticipate hiring outside consultants or advisors, except for our
legal counsel and accountants. However, if we do retain an outside consultant or
advisor, any cash fee earned by such party will most likely be paid by the
prospective merger/acquisition candidate. As of the date of this report, we do
not have any contracts or agreements with any outside consultants and none are
contemplated.

ACQUISITION STRUCTURE

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. We may also acquire stock or
assets of an existing business. On the consummation of a transaction, it is
probable that our present management and shareholders will no longer be in
control of us. In addition, our directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new directors without a vote
of our shareholders.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon an exemption from registration under applicable federal
and state securities laws. In some circumstances, however, as a negotiated
element of its transaction, we may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after we have
successfully consummated a merger or acquisition. At this time, we do not
anticipate registering any additional securities until a merger or acquisition
is consummated. The issuance of substantial additional securities and their
potential sale into the trading market may have a depressive effect on the value
of our securities.

While the actual terms of a transaction cannot be predicted, it may be expected
that the parties will desire to avoid the creation of a taxable event and
structure the acquisition in a so-called "tax-free" reorganization under the
Internal Revenue Code. In order to obtain tax-free treatment under the Internal
Revenue Code, it may be necessary for the owners of the acquired business to own
80% or more of the voting stock of the surviving entity. In such event, our
shareholders would retain 20% or less of the issued and outstanding shares of
the surviving entity, which would result in significant dilution in the equity
of our shareholders.

We will participate in a business opportunity only after the negotiation and
execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements:

         o     require some specific representations and warranties by all of
               the parties;

         o     specify certain events of default;

         o     detail the terms of closing and the conditions that must be
               satisfied by each of the parties prior to and after such closing;

         o     outline the manner of bearing costs, including costs associated
               with our attorneys and accountants;

         o     set forth remedies on default; and

         o     include miscellaneous other terms.


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<PAGE>

We will not consider an opportunity where the entity cannot provide independent
audited financial statements within a reasonable period of time after closing of
the proposed transaction. If such audited financial statements are not available
at closing, or within a reasonable time thereafter, the closing documents will
provide that the proposed transaction will be voidable at our discretion. If the
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse us for all costs associated with the
proposed transaction.

COMPETITION

We will remain an insignificant participant among the firms which engage in the
acquisition of business opportunities. There are many established venture
capital and financial concerns which have significantly greater financial and
personnel resources and technical expertise than we do. In view of our combined
extremely limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage compared to our
competitors.

INVESTMENT COMPANY ACT OF 1940

Although we will be subject to regulation under the Securities Act of 1933, and
the Securities Exchange Act of 1934, we believe we will not be subject to
regulation under the Investment Company Act of 1940. In the event we engage in a
business combination which results in us holding a passive investment interest
in a number of entities, we could be subject to regulation under the Investment
Company Act. In such event, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act. Consequently, a
violation of the Investment Company Act could subject us to civil and criminal
penalties and could cause us to cease operations.

INVESTMENT ADVISERS ACT OF 1940

Under the Investment Advisers Act of 1940, an "investment adviser" means any
person who, for compensation, engages in the business of advising others, either
directly or through publications or writings, as to the value of securities or
as to the advisability of investing in, purchasing, or selling securities, or
who, for compensation and as part of a regular business, issues or promulgates
analyses or reports concerning securities. We will only seek to locate a
suitable merger or acquisition candidate, and do not intend to engage in the
business of advising others in investment matters for a fee or otherwise.

RISK FACTORS

Our business is subject to numerous risk factors, including the following:

NO REVENUE AND MINIMAL ASSETS. We have no operations or revenues. We essentially
have no assets or financial resources. Since we have been unable to obtain
sufficient funding to develop an Internet based mortgage services company, we
will, in all likelihood, continue to incur operating expenses without
corresponding revenues until we acquire a business opportunity. There is no
assurance that we can identify such a business opportunity and consummate such a
combination. As a result, we may continue to incur net operating losses that
will increase continuously.

SPECULATIVE NATURE OF OUR OPERATIONS. The success of our current plan of
operation will depend to a great extent on the operations, financial condition
and management of the identified business opportunity. In the event we complete
a business combination, the success of our operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond our control.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS. We are
and will continue to be an insignificant participant in the business of seeking
mergers with, joint ventures with and acquisitions of small private and public
entities. A large number of established and well-financed entities, including
venture capital

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firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all such entities have significantly greater
financial resources, technical expertise and managerial capabilities than us
and, consequently, we will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, we will also compete in seeking merger or acquisition
candidates with numerous other small public companies.

NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION. We have no
arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. There
can be no assurance that we will be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation by us. We cannot assure you that we will be
able to negotiate a business combination on terms favorable to us.

NO STANDARDS FOR BUSINESS COMBINATION. We have not established a specific length
of operating history or a specified level of earnings, assets, net worth or
other criteria which we will require a target business opportunity to have
achieved. Accordingly, we may enter into a business combination with a business
opportunity having:

         o     no significant operating history;

         o     losses; limited or no potential for earnings;

         o     limited assets;

         o     negative net worth; or

         o     other characteristics that are indicative of development stage
               companies.

CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking a
business combination, management anticipates devoting up to 70 hours per month
to our business. We have not entered into employment agreements with any of our
current officers and we are not expected to do so in the foreseeable future. We
have not obtained key man life insurance on any of our officers or directors.
Notwithstanding the combined limited experience and time commitment of
management, loss of the services of any of these individuals would adversely
affect development of our business and our likelihood of continuing operations.

CONFLICTS OF INTEREST - GENERAL. Our officers and directors participate in
business ventures which could be deemed to compete directly with us. Additional
conflicts of interest and non-arm's length transactions may also arise in the
event our officers or directors are involved in the management of any firm with
which we transact business.

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Sections 13 and 15(d)
of the Securities Exchange Act require reporting companies to provide certain
information about significant acquisitions, including audited financial
statements for the company acquired, covering one, two, or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude us from consummating an otherwise
desirable acquisition. Acquisition prospects that do not have or are unable to
obtain the required audited statements may be inappropriate for acquisition so
long as the reporting requirements of the Securities Exchange Act are
applicable.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. We have neither conducted,
nor have others made available to us, results of market research indicating that
market demand exists for the transactions we are contemplating. Moreover, we do
not have, and do not plan to establish, a marketing organization. Even in the
event demand is identified for a merger or acquisition contemplated by us, we
cannot assure you we will be successful in completing any such business
combination.


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LACK OF DIVERSIFICATION. Our operations, even if successful, will in all
likelihood result in us engaging in a business combination with another entity.
Consequently, our activities may be limited to those engaged in by any entity
with which we merge or acquire. Our inability to diversify our activities into a
number of areas may subject us to economic fluctuations within a particular
business or industry and, therefore, increase the risks associated with our
operations.

GOVERNMENT REGULATION. Although we will be subject to the reporting requirements
under the Securities Exchange Act, management believes we will not be subject to
regulation under the Investment Company Act, insofar as we will not be engaged
in the business of investing or trading in securities. In the event we engage in
business combinations which result in us holding passive investment interests in
a number of entities, we could be subject to regulation under the Investment
Company Act. In such event, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have not obtained a formal determination from the Securities and
Exchange Commission as to our status under the Investment Company Act and,
consequently, violation of the Investment Company Act could subject us to civil
and criminal penalties and could cause us to cease operations.

PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination involving the
issuance of our common stock will, in all likelihood, result in shareholders of
a private company obtaining a controlling interest in us. Any such business
combination may require our management and/or affiliates to sell or transfer all
or a portion of our common stock held by them and/or to resign as members of our
board of directors. The resulting change in control of us could result in
removal of one or more of our present officers and directors and a corresponding
reduction in or elimination of their participation in our future affairs.

REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING A BUSINESS COMBINATION. If we
engage in a business combination with a private entity, in all likelihood, such
a combination would result in us issuing securities to the owners of such
private entity. The issuance of our previously authorized and unissued common
stock would result in a reduction in the percentage of shares owned by our
present and prospective shareholders and may result in a change in control or
management of us.

"PENNY" STOCK REGULATION OF BROKER-DEALER SALES OF OUR SECURITIES. The SEC has
adopted rules that regulate broker-dealer practices in connection with
transactions in "penny stocks". Generally, penny stocks are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system). If our shares are
traded for less than $5.00 per share, as they currently are, the shares will be
subject to the SEC's penny stock rules unless (1) our net tangible assets exceed
$5,000,000 during our first three years of continuous operations or $2,000,000
after our first three years of continuous operations; or (2) we have had average
revenue of at least $6,000,000 for the last three years. The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document
prescribed by the SEC that provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules require that prior to
a transaction in a penny stock not otherwise exempt from those rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These requirements may have the effect of reducing
the level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. As long as our common stock is subject to the
penny stock rules, the holders of the common stock may find it difficult to sell
our common stock.

TAXATION. Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination we may undertake. Currently, such
transactions may be structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. We intend to
structure any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, there can be no
assurance that such business combination will meet the statutory requirements of
a tax-free reorganization


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or that the parties will obtain the intended tax-free treatment upon a transfer
of stock or assets. A non-qualifying reorganization could result in the
imposition of both federal and state taxes which may have an adverse effect on
both parties to the transaction.

REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Management believes that any potential business opportunity must
provide audited financial statements for review for the protection of all
parties to the business combination. One or more attractive business
opportunities may choose to forego the possibility of a business combination
with us, rather than incur the expenses associated with preparing audited
financial statements.

EMPLOYEES

We have no full time employees. Our president and secretary have agreed to
allocate a portion of their time to our activities, without compensation. These
officers anticipate that our business plan can be implemented by their devoting
an aggregate of 70 hours per month to our business affairs and, consequently,
conflicts of interest may arise with respect to the limited time commitment by
such officers. We do not expect any significant changes in the number of
employees, until we have operations.

Our officers and directors are or may become involved with other companies who
have a business purpose similar to ours. As a result, potential conflicts of
interest may arise in the future. If such a conflict does arise and one of our
officers or directors is presented with business opportunities under
circumstances where there may be a doubt as to whether the opportunity should
belong to us or another company they are affiliated with, they will disclose the
opportunity to all such companies.


ITEM 2.           DESCRIPTION OF PROPERTY.

We have no properties and at this time no agreements to acquire any properties.
We operate from our offices at 19 New England Ave., Suite 8C, Summit New Jersey
07901. Space is provided to us on a rent free basis by James E. Platek, our
president, director and a principal shareholder, and it is anticipated that this
arrangement will remain until such time as we successfully consummate a merger
or acquisition. We believe that this space will meet our needs for the
foreseeable future.


ITEM 3.           LEGAL PROCEEDINGS.

         None.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.


                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our common shares have been quoted on the Over-the-Counter Bulletin Board
operated by the National Association of Securities Dealers, since approximately
February 1, 2001. Our shares are listed under the symbol "DLTM".

The last reported bid and ask prices of our common stock by the OTC Bulletin
Board were $0.20 and $1.01, respectively, on April 9, 2001. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down, or commission
and may not represent actual transactions.


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As of April 4, 2001, there were 42 record holders of our common stock.

During the last two fiscal years, no cash dividends have been declared on our
common stock and management does not anticipate that dividends will be paid in
the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

During March 2000, we sold 2,000 shares of common stock at $0.10 per share, for
gross proceeds of $200. The sales were made to two purchasers. No commissions
were paid in connection with the sales. These shares were issued pursuant to
Rule 504 of Regulation D under the Securities Act. The sales were made in a
private offering to friends and associates of our officers, directors and/or
shareholders. These sales did not result in the offer or sale of more than
$1,000,000 of securities during any twelve month period.

During April 2000, we sold 50,000 shares of common stock at $0.10 per share, for
gross proceeds of $5,000. No commissions were paid in connection with the sale.
The sale was made to one purchaser. These shares were issued pursuant to Rule
504 of Regulation D under the Securities Act. The sale was made in a private
offering to Fair Market, Inc., a Colorado corporation. These sale did not result
in the offer or sale of more than $1,000,000 of securities during any twelve
month period.

During May 2000, we sold 20,000 shares of common stock at $0.10 per share, for
gross proceeds of $2,000. No commissions were paid in connection with the sales.
The sales were made to two purchasers. These shares were issued pursuant to Rule
504 of Regulation D under the Securities Act. The sales were made in a private
offering to friends and associates of our officers, directors and/or
shareholders. These sales did not result in the offer or sale of more than
$1,000,000 of securities during any twelve month period.


ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

GENERAL

Delta was incorporated under the laws of the State of Delaware on November 17,
1999. Delta is a development stage company which initially intended to develop
an Internet based mortgage services company. At the present time, we have not
commenced operations or any activities beyond developing an initial business
plan. To date, we have been unable to secure sufficient financing to implement
our initial business plan. As such, management believes it is in the best
interest of us and our shareholders to seek other business opportunities.

We have, and will continue to have limited capital with which to commence
operational activities. We have incurred, and will continue to incur, expenses
relating to our operations. Specifically, as long as we are required to file
reports under the Securities Exchange Act, we will continue to incur accounting
and legal fees relating to our filings. We enjoy the non-exclusive use of
office, telecommunication and incidental supplies of stationery, provided by our
officers. As of the date of this report, we has not received any revenues and
must rely entirely upon loans and equity investments from affiliates to pay
operating expenses.

PLAN OF OPERATION

We currently have no capital to fund operations or on-going expenses. We must
rely upon loans and investments from affiliates to pay operating expenses. There
are no assurances that such affiliates will continue to advance funds to us or
will continue to invest in our securities. If we are unable to obtain additional
financing, we may be unable to identify and/or acquire a suitable business
opportunity. During the twelve months following the filing of this report, we
intend to seek to acquire assets or shares of an entity actively engaged in a
business that generates


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revenues, in exchange for our securities. We have not identified a particular
acquisition target and have not entered into any material negotiations regarding
such an acquisition. Management intends to contact investment bankers, corporate
financial analysts, attorneys and other investment industry professionals
through various media. As of the date of this report, none of our officers,
directors, promoters or affiliates has engaged in any material contact or
discussions with any representative of any other company regarding the
possibility of an acquisition or merger between us and such other company.

Depending upon the nature of the relevant business opportunity and the
applicable state statutes governing the manner in which the transaction is
structured, our board of directors expects that it will provide our shareholders
with complete disclosure documentation concerning a potential business
opportunity and the structure of the proposed business combination prior to
consummation. Such disclosure is expected to be in the form of a proxy,
information statement, or report.

While such disclosure may include audited financial statements of such a target
entity, there is no assurance that such audited financial statements will be
available. The board of directors does intend to obtain certain assurances of
the value of the target entity's assets prior to consummating such a
transaction, with further assurances that audited financial statements would be
provided within sixty days after closing. Closing documents will include
representations that the value of the assets conveyed to or otherwise so
transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.

Due to the fact that we no operations, it is anticipated that our cash
requirements will be minimal, and that all necessary capital, to the extent
required, will be provided by our directors, officers and/or shareholders. We do
not anticipate that we will have to raise capital or acquire any plant or
significant equipment in the next twelve months, unless a merger or acquisition
target is identified.

LIQUIDITY

At December 31, 2000 and 1999, we had working capital deficits of $28,067 and
$2,281, respectively. The increase in our working capital deficit is a result of
the net loss incurred during the fiscal year ended December 31, 2000. Since we
have no source of revenue, our working capital deficit will continue to increase
as we incur additional operating expenses. Presently we have no external sources
of cash and we are dependent upon our management and shareholders for funding.

ASSETS

At December 31, 2000, we had total assets of $421, compared to total assets of
$5,383 at December 31, 1999. All of our assets at December 31, 2000 and 1999
consisted of cash. As of the date of this report, we have essentially no assets.

RESULTS OF OPERATIONS

We have no current operations and have not generated any revenue. We must rely
entirely upon loans from affiliates to pay operating expenses.

During the fiscal year ended December 31, 2000 we incurred a net loss of
$32,986. From inception (November 17, 1999) to December 31, 1999, we had a net
loss of $5,831. We are continuing to incur professional fees and other expenses.
If we do not find a suitable acquisition target or other source of revenue, we
will continue to incur net losses and may have to cease operations entirely.
This factor, among others, raises substantial and compelling doubt about our
ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability to
generate sufficient cash flow to meet our obligations on a timely basis, to
identify and close an acquisition with a suitable target company, obtain
additional financing or refinancing as may be required, and ultimately to attain
profitability. There are no assurances that we

                                       10

<PAGE>

will be able to identify a suitable acquisition target and close such
acquisition, obtain any additional financing or, if we are able to obtain
additional financing, that such financing will be on terms favorable to us. The
inability to obtain additional financing when needed will have a material
adverse effect on our operating results.

The Independent Auditors' Report and Note 1 of the Notes to Financial Statements
accompanying this report state that substantial doubt has been raised about our
ability to continue as a going concern. Our present business operations do not
generate sufficient revenues to cover our expenses. We would have to obtain
other business operations or severely reduce our expenses to remain viable, and
we cannot assure you that we will be able to do so.


ITEM 7.           FINANCIAL STATEMENTS.

Please refer to the pages beginning with F-1.


ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE.

None.


                                    PART III

ITEM 9.           DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS

Our officers and directors are:

<TABLE>
<CAPTION>
         NAME                               AGE               TITLE(S)
         ----                               ---               --------

<S>                                         <C>               <C>
         James E. Platek                    33                President, Chief Executive Officer and Director
                                                              since November 1999.

         Bonnie J. Cunningham               28                Secretary, Treasurer, and Director since November
                                                              1999.

         Robert C. Franz                    31                Director since August 2000.
</TABLE>

Our directors are elected by the shareholders and our officers are appointed by
our board of directors. Our officers hold office until their successors are
elected and qualified. Vacancies in our board are filed by the board itself. Our
officers and directors devote their time to us on an "as needed" basis, which,
depending on the circumstances, could amount to as little as 20 hours per month.
We anticipate a time commitment of approximately 70 hours per month. Set forth
below are brief descriptions of the recent employment and business experience of
our officers and directors.

JAMES PLATEK, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr. Platek holds
a bachelors degree in History from Rutgers University. Since 1998, Mr. Platek
has been a self-employed financial consultant and private investor. From 1997 to
1998, Mr. Platek was a retail broker for Morgan Stanley Dean Witter, New York,
New York. From 1995 to 1998, Mr. Platek was the Director of Marketing for
Plymouth Partners, New York, New York. Mr. Platek was responsible for marketing,
analysis and fund raising. Plymouth Partners is a private company which assists
companies with funding and marketing. Mr. Platek is the Vice President of
Institutional Marketing of Regent Group, Inc., an SEC reporting issuer. Since
May, 2000, Mr. Platek has also been Treasurer and a director of Noxso

                                       11

<PAGE>

Corporation, an SEC reporting issuer. Noxso is a "shell" company seeking a
merger or acquisition candidate.

BONNIE J. CUNNINGHAM, SECRETARY, TREASURER AND DIRECTOR. Ms. Cunningham is a
1995 graduate of Purdue University, with a bachelors degree in Science. Ms.
Cunningham has been engaged in retail management since 1995 with nationally
recognized merchandisers such as Nautica, Federated Merchandising Group &
JCPenney. From 1999 to present, Ms. Cunningham has employed by Nautica (New
York, New York) as a Retail Analyst from 1999 to present. Her responsibilities
include developing financial plans for major retail accounts and planning the
men's sportswear assortments. Ms. Cunningham was employed as an Associate
Product Manager by Federated Merchandising Group (New York, New York) from 1997
to 1999. Ms. Cunningham developed the private label fashion jewelry line for
Federated divisions. From 1995 to 1997, she was employed by JCPenney (Whitehall,
Pennsylvania) as a merchandise manager for women's sportswear. Her
responsibilities included training and motivating sales associates to achieve
department goals.

ROBERT C. FRANZ, DIRECTOR. Mr. Franz received a bachelors degree in Arts from
Rutgers College, Rutgers/The State University of New Jersey in 1991 and a Master
of Science in Management from Troy State University in 1997. Since 1999 Mr.
Franz has served as a Research Associate for Castle Connolly Medical (New York,
New York). From 1994 to 1999, Mr. Franz was employed by RCI Consultants and
trained executives in Seoul, South Korea, for corporations including Samsung
Electronics, Daewoo and Hyundai.

There are no family relationships between any of our executive officers and/or
directors.

LEGAL PROCEEDINGS

To the best of our knowledge, during the past five years no director, person
nominated to become a director, executive officer, promoter or control person of
us has:

         (1)      Had any bankruptcy petition filed by or against any business
                  of which such person was a general partner or executive
                  officer either at the time of the bankruptcy or within two
                  years prior to that time;

         (2)      Had any conviction in a criminal proceeding or being subject
                  to a pending criminal proceeding (excluding traffic violations
                  and other minor offenses);

         (3)      Been subject to any order, judgment, or decree, not
                  subsequently reversed, suspended or vacated, of any court of
                  competent jurisdiction, permanently or temporarily enjoining,
                  barring, suspending or otherwise limiting his involvement in
                  any type of business, securities or banking activities; or

         (4)      Been found by a court of competent jurisdiction (in a civil
                  action), the Securities and Exchange Commission or the
                  Commodity Futures Trading Commission to have violated a
                  federal or state securities or commodities law, and the
                  judgment has not been reversed, suspended, or vacated.

PRIOR ACQUISITION EXPERIENCE

None of our officers and/or directors have had any direct experience in
identifying emerging companies for investment and/or business combinations.

CONFLICTS OF INTEREST

Members of our management are associated with other firms involved in a range of
business activities. Consequently, there are potential inherent conflicts of
interest in their acting as our officers and directors. Insofar as the officers
and directors are engaged in other business activities, management anticipates
they will devote only a minor amount of time to our affairs.

                                       12

<PAGE>

Our officers and directors are now and may in the future become shareholders,
officers or directors of other companies which may be formed for the purpose of
engaging in business activities similar to those conducted by us. Accordingly,
additional direct conflicts of interest may arise in the future with respect to
such individuals acting on behalf of us or other entities. Moreover, additional
conflicts of interest may arise with respect to opportunities which come to the
attention of such individuals in the performance of their duties or otherwise.
We do not currently have a right of first refusal pertaining to opportunities
that come to management's attention insofar as such opportunities may relate to
our business operations.

Our officers and directors are, so long as they are officers or directors of us,
subject to the restriction that all opportunities contemplated by our plan of
operation which come to their attention, either in the performance of their
duties or in any other manner, will be considered opportunities of, and be made
available to us and the companies that they are affiliated with on an equal
basis. A breach of this requirement will be a breach of the fiduciary duties of
the officer or director. If we or the companies in which the officers and
directors are affiliated with both desire to take advantage of an opportunity,
then said officers and directors would abstain from negotiating and voting upon
the opportunity. However, all directors may still individually take advantage of
opportunities if we should decline to do so. Except as set forth above, we have
not adopted any other conflict of interest policy with respect to such
transactions.

We do not have any standing audit, nominating, or compensation committees of the
board of directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our officers and
directors, and persons who own more than 10% of a registered class of our equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the NASD. Officers, directors and greater
than 10% percent shareholders are required by SEC regulation to furnish us with
copies of all Section 16(a) forms they file. To the best of our knowledge, James
E. Platek, Bonnie C. Cunningham and Robert Franz all failed to timely file Form
3's. Mr. Platek and Ms. Cunningham were required to file Form 3's by July 4,
2000, and Mr. Franz was required to file a Form 3 by August 31, 2000. Mr. Platek
and Ms. Cunningham reported the information required by Form 3, on their Form
5's filed February 14, 2001. Such information related to Mr. Platek's ownership
of 300,000 shares of our common stock and Ms. Cunningham's ownership of 150,000
shares of our common stock. Mr. Franz, reported his Form 3 holdings of 1,000
shares, on his Form 5 which was filed on February 21, 2001. Mr. Franz's Form 3
was required to be filed by February 14, 2001.

In addition, to the best of our knowledge no reports were filed by any persons
who owned 10% or more of the Delta's common stock.


ITEM 10.          EXECUTIVE COMPENSATION.

None of our officers or directors received any compensation for services from
our date of inception (November 17, 1999) to December 31, 2000. They have agreed
to act without compensation until operations have commenced.

SUMMARY COMPENSATION TABLE

The following table sets forth information for James E. Platek, our Chief
Executive Officer ("CEO"), during the fiscal year ended December 31, 2000. No
disclosure need be provided for any executive officer, other than the CEO, whose
total annual salary and bonus for the last completed fiscal year did not exceed
$100,000. Accordingly, no other executive officers are included in the table.

                                       13

<PAGE>



<TABLE>
<CAPTION>

                                                                          LONG TERM COMPENSATION
                                                                   -------------------------------------
                                      ANNUAL COMPENSATION                  AWARDS             PAYOUTS
                               ----------------------------------- ------------------------ ------------
                                                          OTHER      RESTRICTED  SECURITIES
                                                          ANNUAL       STOCK     UNDERLYING                ALL OTHER
NAME AND PRINCIPAL                                     COMPENSATION   AWARD(S)    OPTIONS /     LTIP      COMPENSATION
POSITION              YEAR      SALARY($)    BONUS($)      ($)          ($)       SARS ($)   PAYOUTS ($)      ($)
----------------------------------------------------------------------------------------------------------------------

<S>                  <C>           <C>         <C>         <C>          <C>         <C>          <C>          <C>
James E. Platek,      2000         -0-         -0-         -0-          -0-         -0-          -0-          -0-
President and        1999(1)<F1>   -0-         -0-         -0-          -0-         -0-          -0-          -0-
Chief Executive
Officer(1)<F1>
----------------------------------------------------------------------------------------------------------------------
<FN>
<F1>
(1)      From inception (November 17, 1999) to December 31, 1999.
</FN>
</TABLE>

COMPENSATION PLANS

We have not adopted any deferred compensation, pension, profit sharing, stock
option or welfare benefit plan or programs for the benefit of its officers or
future employees.

EMPLOYMENT AGREEMENTS

We do not have any employment contracts with any of our officers or directors.
Such persons are employed by us on an at will basis, and the terms and
conditions of employment are subject to change.

DIRECTORS' COMPENSATION

We do not compensate directors in their capacity as such nor do we compensate
our directors for attendance at meetings. We do reimburse our officers and
directors for reasonable expenses incurred during the course of their
performance.


ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth information, as of March 31, 2001, with respect
to the beneficial ownership of our common stock by each person known by us to be
the beneficial owner of more than five percent of the outstanding common stock
and by our directors and officers, both individually and as a group:


<TABLE>
<CAPTION>
     NAME AND ADDRESS OF                   SHARES OWNED BENEFICIALLY
     BENEFICIAL OWNER                           AND OF RECORD              PERCENT OF CLASS (1)<F1>
     --------------------------------      -------------------------       --------------------
<S>                                                <C>                            <C>
     James E. Platek                               300,000                        53.9%
     19 New England Ave.
     Suite 8C
     Summit, NJ 07901

     Bonnie J. Cunningham                          150,000                        26.9%
     6746 Wild Cherry Dr.
     Coopersburg, PA 18036

     Robert Franz                                    1,000                         0.2%
     931 Summit Avenue, Apt. 3
     Jersey City, NJ 07307

                                       14


<PAGE>

<CAPTION>
     NAME AND ADDRESS OF                   SHARES OWNED BENEFICIALLY
     BENEFICIAL OWNER                           AND OF RECORD              PERCENT OF CLASS (1)<F1>
     --------------------------------      -------------------------       --------------------
<S>                                                <C>                            <C>
     Officers and directors as a group             451,000                        81.0%
     (3 persons)
   -----------------
<FN>
<F1>
   (1)      Percentages are based on 557,000 shares of common stock outstanding
            as of March 31, 2001.
</FN>
</TABLE>

CHANGES OF CONTROL

A business combination involving the issuance of our common stock will, in all
likelihood, result in shareholders of a private company obtaining a controlling
interest in us. Any such business combination may require our current
shareholders to sell or transfer all or a portion of their common stock and/or
resign from their positions as officers and/or directors of our company. The
resulting change in control of our company could result in removal of the
current management, and a corresponding reduction in or elimination of their
participation in our future affairs.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the period ended December 31, 1999, James E. Platek, one of our officers,
directors and a principal shareholder of us, advanced us $4,950. The loan
accrues interest at the rate of 10% per annum and is unsecured.

During the period ended December 31, 2000, James E. Platek purchased 300,000
shares of common stock from us at a price of $0.0001 per share for an aggregate
of $30.00.

During the period ended December 31, 2000, Bonnie J. Cunningham purchased
150,000 shares of common stock from us at a price of $0.0001 per share for an
aggregate of $15.00.

James E. Platek and Bonnie J. Cunningham may be deemed to be "promoters" or
"founders" of us within the meaning of the rules and regulations promulgated
under the Securities Act.


ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits:

<TABLE>
<CAPTION>
    REGULATION                                                                         CONSECUTIVE
    S-B NUMBER                                         EXHIBIT                         PAGE NUMBER

<S>                 <C>                                                                <C>
       3.1          Certificate of Incorporation (1)<F1>                                   N/A

       3.2          Bylaws (1)<F1>                                                         N/A

       3.2a         Amendment to Article III, Section I of the Bylaws (2)<F2>              N/A

        11          Statement Re: Computation of Per Share Earnings                    See Financial
                                                                                        Statements
---------------------------
<FN>
<F1>
(1)      Incorporated by reference from the Registration Statement on Form
         10-SB/A Amendment No. 1 filed with the Securities and Exchange
         Commission on June 15, 2000.

<F2>
(2)      Incorporated by reference from the Quarterly Report on Form 10-QSB
         filed with the Securities and Exchange Commission on November 21, 2000.
</FN>
</TABLE>

                                       15
<PAGE>


(b)      The following reports on Form 8-K were filed during the last quarter of
         the period covered by this report:

         There have been no reports filed on Form 8-K during the period covered
         by this report. In accordance with the rules and regulations of the
         Securities and Exchange Commission, Delta disclosed the resignation of
         Daniel J. Baier, CPA, P.C., and the engagement of Weiner, Goodman &
         Company, P.C. under "Part II - Item 5. Other Events" of the Form 10-QSB
         filed on November 21, 2000.








                                       16
<PAGE>



                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                      DELTA MUTUAL, INC.



Dated: April 16, 2001
                                      By: /s/ James E. Platek
                                         ---------------------------------------
                                         James E. Platek, President

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                         TITLE                                      DATE
<S>                                               <C>                                        <C>
                                                  President and Director
/s/ James E. Platek                               (Principal Executive Officer, Principal
-----------------------------------               Financial and Accounting Officer)          April 16, 2001
James E. Platek


/s/ Bonnie J. Cunningham
-----------------------------------               Secretary, Treasurer and Director          April 16, 2001
Bonnie J. Cunningham


/s/ Robert C. Franz
-----------------------------------               Director                                   April 16, 2001
Robert C. Franz

</TABLE>



                                       17
<PAGE>

--------------------------------------------------------------------------------
Two Industrial Way West, Eatontown, NJ 07724 (732) 544-8111 Fax (732) 544-8788
E-mail: wgpc@bellatlantic.net

                                                                 WIENER, GOODMAN
                                                                 & COMPANY, P.C.
                                                                 ===============
                                                    Certified Public Accountants
                                                            & Consultants

Memberships
  SEC Practice Section of AICPA                                 Joel Weiner, CPA
  PCPS of AICPA                                              Gerald Goodman, CPA
  American Institute of CPA
  New Jersey Society of CPA

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
Delta Mutual, Inc.

We have  audited  the  accompanying  balance  sheet of  Delta  Mutual,  Inc.  (a
development  stage  company) (the  "Company")  as of December 31, 2000,  and the
related  statements of operations,  stockholders'  deficiency and cash flows for
the year ended  December 31, 2000 and for the period  November 17, 1999 (Date of
Formation)  through  December  31,  2000.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on our  audit.  The  financial
statements of Delta  Mutual,  Inc. as of December 31, 1999 were audited by other
auditors whose report dated  February 22, 2000 expressed an unqualified  opinion
on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  such financial  statements referred to above present fairly, in
all material  respects,  the financial position of Delta Mutual Inc. at December
31, 2000 and 1999,  and the results of its operations and its cash flows for the
years  ended  December  31, 2000 and 1999 and for the period  November  17, 1999
(Date of Formation)  through  December 31, 2000, in  conformity  with  generally
accepted accounting principles.







<PAGE>



The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern.  The Company is a development stage enterprise
whose business purpose is to develop as an "online" mortgage  company,  catering
specifically  to the needs of  households  with  substandard  credit by offering
first and second  mortgages as well as home equity lines of credit.  The Company
is pursuing other business  opportunities as it has been unable to implement its
mortgage  business.  As  more  fully  explained  in  Note  1  of  the  financial
statements,  the Company  needs to obtain  additional  financing  to fulfill its
developmental  activities  and achieve a level of sales  adequate to support its
cost structure.  These uncertainties raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans are also described in
Note 1. The  accompanying  financial  statements do not include any  adjustments
that might result from the outcome of these uncertainties  should the Company be
unable to continue as a going concern.



/s/WIENER, GOODMAN & COMPANY, P.C.
WIENER, GOODMAN & COMPANY, P.C.
Certified Public Accountants
Eatontown, New Jersey

February 25, 2001



                        WIENER, GOODMAN & COMPANY, P.C.
                   Certified Public Accountants & Consultants

<PAGE>
                                               2541 Monroe Avenue o Suite 306
                                                  Rochester, New York  14618
DANIEL J. BAIER, CPA, P.C.                              (716) 271-4550
================================================================================
Certified Public Accountant o Business and Financial Advisory Services

                                            April 16, 2001

         Mr. James Platek
         Delta Mutual, Inc.
         335 Garden Street
         Hoboken, New Jersey  07030

         Dear Mr. Platek,

         I was engaged to audit, in accordance with Generally Accepted Auditing
         Standards, the December 31, 1999 financial statements of Delta Mutual,
         Inc. ("Company").

         You have requested that I reissue my report on the December 31, 1999
         financial statements of the Company to be included in an annual report
         on Form 10KSB to be filed with the Securities and Exchange Commission.

         Upon completion of a subsequent events review, it has become evident
         that the original report must be modified. This modification is
         necessary because of the Company's disclosure in the Form 10KSB that

                  "...INITIALLY, WE BELIEVED WE WOULD BE ABLE TO FUND OUR
                  INTENDED OPERATIONS THROUGH THE SALE OF OUR COMMON STOCK. OUR
                  COMMON STOCK IS QUOTED ON THE OVER-THE-COUNTER ELECTRONIC
                  BULLETIN BOARD UNDER THE SYMBOL "DLTM". AT THE TIME OF OUR
                  FORMATION, COMPANIES WITH INTERNET BASED BUSINESSES WERE
                  TREATED FAVORABLY IN THE CAPITAL MARKETS. DURING THE 12 MONTHS
                  PRECEDING THE DATE OF THIS REPORT, THE MARKET FOR THE STOCK OF
                  INTERNET BASED BUSINESSES HAS DETERIORATED SUBSTANTIALLY. MANY
                  COMPANIES WITH INTERNET BASED BUSINESSES HAVE SIMPLY GONE OUT
                  OF BUSINESS BECAUSE THEY WERE NOT ABLE TO GENERATE SUFFICIENT
                  REVENUES AND WERE UNABLE TO RAISE ADDITIONAL CAPITAL.

                  WE BELIEVE THE MARKET DECLINE FOR COMPANIES WITH INTERNET
                  BASED BUSINESSES HAS ADVERSELY IMPACTED OUR ABILITY TO RAISE
                  THE FUNDS NECESSARY TO SUPPORT OUR INTENDED OPERATIONS. FROM
                  INCEPTION THROUGH DECEMBER 31, 2000, WE RAISED A LIMITED
                  AMOUNT OF CAPITAL ($10,750) THROUGH THE SALE OF OUR COMMON
                  STOCK. AS OF THE DATE OF THIS REPORT, WE HAVE BEEN UNABLE TO
                  SECURE ADDITIONAL FINANCING TO PURSUE OUR INITIAL BUSINESS
                  PLAN. WHILE WE CONTINUE TO EXPLORE THE FEASIBILITY OF
                  IMPLEMENTING OUR ORIGINAL BUSINESS PLAN, GIVEN OUR LACK OF
                  SUCCESS AT SECURING SUFFICIENT FINANCING TO DEVELOP AN
                  INTERNET BASED MORTGAGE BUSINESS, WE BELIEVE IT IS IN THE BEST
                  INTERESTS OF US AND OUR SHAREHOLDERS TO CONSIDER OTHER
                  BUSINESS OPPORTUNITIES. ADDITIONALLY, WE BELIEVE IT MAY BE
                  NECESSARY TO ACQUIRE ANOTHER BUSINESS TO PREVENT HAVING TO
                  CEASE OPERATIONS. AS OF THE DATE OF THIS REPORT, WE ARE
                  FOCUSING OUR EFFORTS ON IDENTIFYING SUCH A BUSINESS. WE HAVE
                  ENGAGED IN PRELIMINARY DISCUSSIONS WITH PARTIES ABOUT
                  ACQUIRING ANOTHER BUSINESS, OR BEING ACQUIRED BY ANOTHER
                  BUSINESS, BUT AS OF THE DATE OF THIS REPORT, WE HAVE NOT
                  ENTERED INTO ANY AGREEMENTS RELATING TO ANY SUCH
                  ACQUISITIONS...." [Emphasis supplied.]



<PAGE>


     MR. JAMES PLATEK, DELTA MUTUAL, INC.                      PAGE 2 OF 3

         Accordingly, the accompanying revised report should be presented in
         place of the original report, and the Firm hereby grants its consent to
         the inclusion of this revised report in the Form 10KSB.


                                                  Sincerely,



                                                  /s/Daniel J. Baier
                                                  Daniel J. Baier


Daniel J. Baier, CPA, P.C. o 2541 Monroe Avenue o Suite 304 o Rochester,
New York  14618 o (716) 271-4550
<PAGE>



                                               2541 Monroe Avenue o Suite 306
                                                  Rochester, New York  14618
DANIEL J. BAIER, CPA, P.C.                              (716) 271-4550
================================================================================
Certified Public Accountant o Business and Financial Advisory Services

           To the Shareholders of Delta Mutual, Inc.

           I have audited the accompanying balance sheet of Delta Mutual, Inc.
           as of December 31, 1999, and the related statements of loss, cash
           flows and shareholders' equity for the period since inception
           (November 17, 1999) then ended. These financial statements are the
           responsibility of the Company's management. My responsibility is to
           express an opinion on these financial statements based on my audit.

           I conducted my audit in accordance with generally accepted auditing
           standards. Those standards require that I plan and perform the audit
           to obtain reasonable assurance about whether the financial statements
           are free of material misstatement. An audit includes examining, on a
           test basis, evidence supporting the amounts and disclosures in the
           financial statements. An audit also includes assessing the accounting
           principles used and significant estimates made by management, as well
           as evaluating the overall financial statement presentation. I believe
           that my audit provides a reasonable basis for my opinion.

           In my opinion, the financial statements referred to above present
           fairly, in all material respects, the financial position of Delta
           Mutual Inc. as of December 31, 1999, and the results of its
           operations and its cash flows for the year then ended in conformity
           with generally accepted accounting principles.

           The accompanying financial statements have been prepared assuming the
           Company will continue as a going concern. The Company is a
           development stage enterprise whose business purpose is to develop as
           an "online" mortgage company, catering specifically to the needs of
           households with substandard credit by offering first and second
           mortgages as well as home equity lines of credit. The Company is
           pursuing other business opportunities as it has been unable to
           implement its mortgage business. As more fully explained in Note 1 of
           the financial statements, the Company needs to obtain additional
           financing to fulfill its developmental activities and achieve a level
           of sales adequate to support its cost structure. These uncertainties
           raise substantial doubt about the Company's ability to continue as a
           going concern. Management's plans are also described in Note 1. The
           accompanying financial statements do not include any adjustments that
           might result from the outcome of these uncertainties should the
           Company be unable to continue as a going concern.


                                          /s/Daniel J. Baier
                                          Daniel J. Baier, CPA, P.C.
                                          Rochester, NY
                                          February 22, 2000
                                          (except for Note 1, for which
                                           the date is April 16, 2001)

<PAGE>



                                DELTA MUTUAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET

                                     ASSETS
<TABLE>
<CAPTION>
                                                                              December 31,
                                                                      --------------------------
                                                                          2000          1999
                                                                      ------------   -----------
<S>                                                                   <C>            <C>

Current Assets:
    Cash                                                              $       421    $    5,383
                                                                      ------------   -----------

         TOTAL ASSETS                                                 $       421    $    5,383
                                                                      ============   ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
    Accounts payable and accrued expenses                             $    23,538    $    2,714
    Loan from stockholder                                                   4,950         4,950
                                                                      ------------   -----------
         Total Liabilities                                                 28,488         7,664
                                                                      ------------   -----------

Stockholders' Deficiency:
    Common stock $0.0001 par value - authorized
      20,000,000 shares; 557,000 and 485,000
      shares issued and outstanding                                            56            49
    Additional paid-in-capital                                             10,694         3,501
    Deficit accumulated during
      the development stage                                               (38,817)       (5,831)
                                                                      ------------   -----------
         Total Stockholders' Deficiency                                   (28,067)       (2,281)
                                                                      ------------   -----------

         TOTAL LIABILITIES AND
           STOCKHOLDERS' DEFICIENCY                                   $       421    $    5,383
                                                                      ============   ===========
</TABLE>


                       See notes to financial statements.
                                      F-1


<PAGE>

                                DELTA MUTUAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                               Period from
                                                                                            November 17, 1999
                                                            Years Ended December 31,       (Date of Formation)
                                                        -------------------------------          through
                                                             2000             1999           December 31, 2000
                                                        ---------------  --------------     --------------------
<S>                                                     <C>              <C>                <C>

Costs and Expenses
    General and administrative
      expenses                                          $       32,986   $       5,831      $          38,817
                                                        ---------------  --------------     ------------------

    Net (loss)                                          $      (32,986)  $      (5,831)     $         (38,817)
                                                        ===============  ==============     ==================

    (Loss) per common share
      basic and diluted                                 $        (0.06)  $       (0.01)
                                                        ===============  ==============

    Weighted average number of
      common shares outstanding-
      basic and diluted                                        543,433         485,000
                                                        ===============  ==============
</TABLE>


                       See notes to financial statements.
                                      F-2

<PAGE>


                                DELTA MUTUAL, INC
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENT of STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
                                                                                               Deficit
                                                Number of                                    Accumulated
                                                  Common        Common        Paid in     During Development
                                                  Shares         Stock        Capital            Stage             Total
                                               ------------    ----------  -------------  -------------------  -------------
<S>                                            <C>             <C>         <C>            <C>                  <C>
Balance at formation
    (November 17, 1999                                 -       $     -     $        -     $            -       $        -
Sale of common stock
    (at $0.0001 - $0.10 per share)                 485,000            49          3,501                               3,550
Deficit for the period from
    November 17, 1999
    (Date of formation) through
    December 31, 1999                                  -             -              -               (5,831)             -
                                               ------------    ----------  -------------  -----------------    -------------

Balance, December 31, 1999                         485,000            49          3,501             (5,831)          (2,281)

Sale of common stock
    (at $0.10 per share)                            72,000             7          7,193                               7,200

Net (loss)                                                                                         (32,986)             -
                                               ------------    ----------  -------------  -----------------    -------------

Balance, December 31, 2000                         557,000     $      56   $     10,694   $        (38,817)    $    (28,067)
                                               ============    ==========  =============  =================    =============

</TABLE>


                       See notes to financial statements.
                                      F-3



<PAGE>

                                DELTA MUTUAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                         Period
                                                                                    November 17, 1999
                                                      Years Ended December 31,     (Date of Formation)
                                                    ---------------------------         through
                                                        2000           1999         December 31, 2000
                                                    -----------   -------------    -------------------
<S>                                                 <C>           <C>              <C>
Cash flows from operating activities:

    Net loss                                        $ (32,986)    $     (5,831)    $        (38,817)
    Changes in operating assets
    and liabilities:                                   20,824            2,714               23,538
                                                    -----------   -------------    -----------------
Net cash (used in) operating activities:              (12,162)          (3,117)             (15,279)
                                                    -----------   -------------    -----------------

Cash flows from financing activities:
    Proceeds from sale of common stock                  7,200            3,550               10,750
    Proceeds from officer                                   -            4,950                4,950
                                                    -----------   -------------    -----------------
    Net cash provided by
      financing activities                              7,200            8,500               15,700
                                                    -----------   -------------    -----------------

    Net increase (decrease) in cash                    (4,962)           5,383                  421
    Cash - Beginning of year                            5,383              -                    -
                                                    -----------   -------------    -----------------
    Cash - Ending of year                           $     421     $      5,383     $            421
                                                    ===========   =============    =================

    Supplementary information:
      Cash paid during year for:
         Interest                                   $     -       $        -
                                                    ===========   ============
         Income taxes                               $     285     $        -
                                                    ===========   ============

    Changes in operating assets and
      liabilities consists of:
      Increase in accounts payable
         and accrued expenses                       $  20,824     $      2,714
                                                    ===========   =============
</TABLE>

                       See notes to financial statements.
                                      F-4

<PAGE>

                                DELTA MUTUAL INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

1.       DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES

ORGANIZATION

         We were incorporated under the name Delta Mutual,  Inc. on November 17,
1999 in the State of  Delaware.  From  inception  through  December 31, 2000 the
Company  has not yet  commenced  operations  and no  revenue  has been  derived.
Accordingly,  the Company is considered a development stage enterprise. We are a
development stage company that intended to provide mortgage services through the
Internet to the "sub-prime"  market.  The sub-prime market consists of borrowers
having  substandard  credit.  We intended to offer varied levels of mortgage and
lending  services  by  capitalizing  on the  popularity  of the  Internet  based
financial services companies.  We believed both consumers and investors would be
interested  in our  business  plan and the  services we  intended  to offer.  We
secured the domain name rights to the name deltamutual.com.

         The Company intends to raise capital to develop as an "online" mortgage
company catering specifically to the needs of households with substandard credit
by offering  first and second  mortgages as well as home equity lines of credit.
The Company  expects to handle all aspects of loan  origination for the borrower
and would also provide complete  transaction  services for sale in the secondary
market. The intended services, offered principally through an internet web site.

         While we  continue  to explore  the  feasibility  of  implementing  our
original  business  plan,  given  our lack of  success  at  securing  sufficient
financing to develop an Internet  based mortgage  business,  we believe it is in
the best  interests of Delta and its  shareholders  to consider  other  business
opportunities.  Additionally,  we believe it may be necessary to acquire another
business to prevent having to cease  operations.  As of the date of this report,
we are focusing our efforts on identifying  such a business.  We have engaged in
preliminary  discussions with parties about acquiring another business, or being
acquired by another  business,  but as of the date of this  report,  we have not
entered into any agreements relating to any such acquisitions.



                                       F-5

<PAGE>


         We do not  intend to  restrict  our  search to any  specific  business,
industry,  or geographical location and we may participate in a business venture
of any kind or nature.  We may seek  business  opportunities  with entities that
have  recently  commenced  operations,  or  that  wish  to  utilize  the  public
marketplace in order to raise additional  capital to expand into new products or
markets,  to develop a new product or service,  or for other corporate purposes.
We may  acquire  assets  and  establish  wholly-owned  subsidiaries  in  various
businesses or acquire existing  businesses as subsidiaries.  Therefore,  we have
virtually  unlimited  discretion to search for and enter into  negotiations with
potential business  opportunities.  It is impossible to predict at this time the
status of any business in which we may become engaged, in that such business may
need to seek additional capital,  may desire to have its shares publicly traded,
or may seek other perceived advantages which we offer.

NATURE OF BUSINESS AND LIQUIDITY

         The Company's financial statements for the year ended December 31, 2000
have been prepared on a going concern basis which  contemplates  the realization
of assets and settlement of liabilities  and commitments in the normal course of
business.  Management  recognizes  that the  Company's  continued  existence  is
dependent upon its ability to obtain needed working capital  through  additional
equity  and/or debt  financing  and the  commencement  of its planned  principal
operations.

         The Company's  business is subject to most of the risks inherent in the
establishment  of a new business  enterprise.  The  likelihood of success of the
Company must be considered in light of the  expenses,  difficulties,  delays and
unanticipated  challenges  encountered in connection with the formation of a new
business,  raising operating and development capital, and the marketing of a new
product.

         The Company presently does not have sufficient liquid assets to finance
its anticipated funding needs and obligations. If fundraising activities are not
successfully  completed,  the Company may not be able to meet its obligations as
they  become due and,  accordingly,  may not be able to  continue  its  business
operations as presently anticipated.

         Management  is  actively  seeking  additional  capital  to  ensure  the
continuation of its development activities.  However, there is no assurance that
additional capital will be obtained. These uncertainties raise substantial doubt
about the ability of the Company to continue as a going concern.



                                       F-6

<PAGE>


USE OF ESTIMATES

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the  reported  amounts of assets and  liabilities,  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported  amounts of revenues and expenses during the period.
Actual results could differ from those estimates.

LOSS PER COMMON SHARE

         Basic and diluted  loss per common  share are  computed by dividing the
net loss by the weighted average number of common shares  outstanding during the
year.  Diluted  earnings  per common share are computed by dividing net earnings
(loss) by the weighted  average  number of common  shares and  potential  common
shares outstanding during the year.

FAIR VALUE OF FINANCIAL INSTRUMENTS

         For financial  instruments including cash, accounts payable and accrued
expenses,  it was  assumed  that the  carrying  amount  approximated  fair value
because of the short maturities of such instruments.

INCOME TAXES

         At  December  31, 2000 the Company  has a net  operating  loss  ("NOL")
carryforward of approximately  $38,900 for financial reporting purposes and zero
for tax purposes.  The difference  between financial  reporting and tax purposes
results  from  temporary   differences  caused  by  capitalization  of  start-up
expenditures  for tax purposes as required by Internal Revenue Code Section 195.
The  Company  has  not  reflected  any  benefit  of  such  net  operating   loss
carryforward  in  the  accompanying  financial  statements  in  accordance  with
Financial  Accounting  Standards  Board  Statement No. 109 as the realization of
this deferred tax benefit is not more than likely.


NEW FINANCIAL ACCOUNTING STANDARDS

         In December 1999, the Securities and Exchange  Commission  (SEC) issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements". SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting  principles to revenue recognition in financial  statements.
The Company  adopted the  provisions of SAB 101 during the fourth  quarter ended
December 31, 2000.  Such  adoption has not resulted in a material  impact on the
Company's consolidated results of operations, financial position or cash flows.

                                       F-7

<PAGE>


         In March,  2000,  the Financial  Accounting  Standards  Board  ("FASB")
issued  Interpretation No. 44 (FIN No. 44), Accounting for Certain  Transactions
Involving Stock Compensation - an interpretation of APB 25. FIN No. 44 clarifies
(i) the  definition  of  employees  for purposes of applying APB Opinion No. 25,
(ii) the criteria for determining  whether a plan qualifies as a noncompensatory
plan, (iii) the accounting consequences of various modifications to the terms of
a  previously  fixed  stock  option or  award,  and (iv) the  accounting  for an
exchange of stock compensation awards in a business combination.  FIN No. 44 was
effective  July 1, 2000.  This standard has not had a significant  impact on the
Company's results of operations, financial position or cash flows.

2. - COMMON STOCK

         The  Company  has a single  class of Common  Stock  with a par value of
$0.0001 per share. There are 20 million shares  authorized,  and at December 31,
2000 and  1999,  respectively,  557,000  and  485,000  shares  were  issued  and
outstanding.  The president of the Company  purchased 300,000 shares in November
of 1999.

         Such  shares  were  issued  without  registration  in  reliance  on  an
exemption  in federal  securities  laws that  permit  issuance of stock up to $1
million without registration of the securities.

3. - RELATED PARTY TRANSACTIONS

         In  connection  with the initial  capitalization  of the  Company,  its
principal  stockholder  loaned  the  Company  $4,950.  The loan  payable  to the
officer/stockholder  at  December  31,  2000 and 1999 was  $4,950.  Interest  is
accrued at 10%. For the period ended December 31, 2000 and 1999, interest of $30
and $14 has been accrued on this loan.

         As described in Note 2, the president of the Company  purchased 300,000
shares in November of 1999.



                                       F-8